ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(c) On September 29, 2020, First Merchants Corporation (the "Company") announced several changes to its executive management group as part of an ongoing executive succession plan, including the retirement of the Company's President and Chief Executive Officer, Michael C. Rechin and several changes to its executive management group. Mr. Rechin's retirement and the following appointments became effective as of January 1, 2021: (i) Mark K. Hardwick assumed the position of Chief Executive Officer and the Company's principal executive officer; (ii) Michael J. Stewart assumed the position of President; and (iii) Michele M. Kawiecki assumed the position of Executive Vice President and Chief Financial Officer and became the Company's principal financial and accounting officer. Each of these appointments will be until the next annual meeting of the Board of Directors or otherwise until their successors are duly appointed and qualified.

The purpose of this Amendment No. 1 to the Company's Current Report on Form 8-K filed on September 29, 2020, is to report that, in connection with these appointments, each officer's base salary and potential nonequity incentive plan payments under the Senior Management Incentive Compensation Program ("SMICP") have now been set for 2021 as follows:



                    Name            2021 Base Salary    2021 SMICP Target
            Mark K. Hardwick            $525,000               60%
            Michael J. Stewart          $475,000               55%
            Michele M. Kawiecki         $330,000               40%

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.



(a)   Not applicable.

(b)   Not applicable.

(c)   Not applicable.

(d) Exhibits.


                           Consulting Agreement between Michael C. Rechin and First Merchants
      Exhibit 10.1       Corporation, effective January 1, 2021 (previously filed)
                           Press Release of First Merchants Corporation, dated September 29, 2020
      Exhibit 99.1       (previously filed)
                         Cover Page Interactive Data File (embedded within the Inline XBRL
      Exhibit 104        document)

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